UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 ~~OF THE~~

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~April~~July 2025

Commission File Number: 001-42100

RAYTECH HOLDING LIMITED

(Exact name of registrant as specified in its charter)

Unit 609, 6/F, Nan Fung Commercial Centre,

No.19 Lam Lok Street, Kowloon Bay, Hong Kong

(Address of Principal Executive Office)

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

~~Change~~Pricing and Closing of ~~Auditor~~$5.197 Million Best Efforts Offering

On ~~April~~June 1030, 2025, Raytech Holding Limited (the “Company”) ~~appointed~~priced ~~Assentsure~~a ~~PAC~~best ~~(“Assentsure”)~~efforts ~~as its independent registered~~ public ~~accounting firm,~~offering ~~effective~~for on the ~~same~~sale ~~day.~~of ~~Assentsure~~shares ~~replaces~~for ~~WWC,~~aggregate ~~P.C.~~gross ~~(“WWC”),~~proceeds ~~the~~to ~~former independent registered public accounting firm, which~~ the Company of ~~dismissed~~$5.197 ~~on April 9~~million, ~~2025.~~before ~~The~~deducting ~~appointment~~placement ofagent ~~Assentsure~~fees ~~was made after careful consideration~~ and ~~evaluation process~~other byestimated ~~the~~expenses ~~Company~~payable ~~and has been approved~~ by the ~~audit committee of the board of directors of the~~ Company. The ~~Company’s~~offering ~~decision~~consisted toof ~~make~~25,985,000 ~~this~~ordinary ~~change~~shares, ~~was~~par ~~not~~value ~~the~~$0.00000625 ~~result~~per ofshare ~~any disagreement between~~ (the ~~Company~~“Ordinary ~~and~~Shares”), ~~WWC~~at ona ~~any~~public ~~matter~~offering ofprice ~~accounting principles or practices,~~of ~~financial~~$0.20 ~~statement~~per ~~disclosure, or auditing scope or procedure~~share.

The ~~audit~~securities ~~report~~in ~~of WWC on~~ the ~~consolidated~~offering ~~financial~~are ~~statements~~being ofoffered pursuant ~~the~~to ~~Company~~a assecurities ofpurchase ~~March~~agreement ~~31,~~with ~~2023~~certain ~~and~~investors ~~2024 and for~~ (the ~~fiscal~~“Securities ~~years~~Purchase ~~ended~~Agreement”) ~~March 31, 2023~~ and ~~2024 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, scope of accounting principles. Furthermore, during~~ the Company’s registration ~~two~~statement ~~most recent fiscal years and through April 9, 2025, there were no disagreements with WWC~~ on ~~any~~ ~~matter~~Form ofF-1 ~~accounting~~(File ~~principles~~No. ~~or practices~~333-287842), ~~financial~~as ~~statement disclosure~~amended, ~~or auditing scope or procedure,~~ which ~~disagreements, if~~was ~~not~~initially ~~resolved~~filed towith ~~WWC’s satisfaction, would have caused WWC to make reference to~~ the ~~subject~~Securities ~~matter~~and ofExchange ~~the disagreement in connection~~Commission ~~with its report on~~ (the ~~Company’s financial statements for such periods. During the Company’s two most recent fiscal years and through April 9, 2025, there were no~~ “~~reportable events~~SEC” ~~as that term is described in Item 16F(a~~)~~(1)(v)~~ ofon ~~Form~~June ~~20-F~~6, ~~other~~ ~~than~~2025 ~~the~~and ~~material~~declared ~~weaknesses~~effective ~~reported~~ by ~~management in~~ the ~~annual~~SEC ~~report~~ on ~~Form~~June ~~20-F filed with the U.S. Securities and Exchange Commission (the “Commission”) on July~~ 30, ~~2024~~2025.

~~The~~On June 30, 2025, the Company ~~has~~entered ~~provided~~into ~~WWC~~a placement agency agreement (the “Placement Agency Agreement”) with aR.F. ~~copy~~Lafferty of& Co., Inc. (the ~~above~~“Sole ~~disclosure~~Placement Agent”), pursuant to which the Sole Placement Agent acted as sole placement agent for the offering and ~~requested~~would ~~that~~receive ~~WWC~~at ~~furnish~~the closing of the offering a ~~letter~~cash ~~addressed~~fee equal to seven percent (7.0%) of the ~~Commission~~gross ~~stating~~proceeds ~~whether~~raised orin ~~not~~this itoffering, ~~agrees with~~or ~~the~~six ~~above~~percent ~~statements~~(6.0%) Afor ~~copy~~company-directed ofor company-introduced ~~WWC’s~~investors, ~~letter~~in isaddition ~~filed~~to ~~hereto~~a asone ~~Exhibit~~percent ~~16.~~(1.0%) non-accountable expense allowance. The Company has also agreed to ~~this~~reimburse the ~~Form~~Sole 6Placement Agent for certain of its offering-Krelated expenses, including reimbursement for legal fees and other out-of-pocket fees, costs and expenses in the amount of up to $150,000.

~~During~~Pursuant to the ~~two~~Securities ~~most~~Purchase ~~recent~~Agreement ~~fiscal years~~ and ~~any subsequent interim periods prior to~~ the ~~engagement~~Placement ofAgency ~~Assentsure~~Agreement, ~~neither~~ the Company,’s ~~nor~~directors ~~someone~~and onexecutive ~~behalf~~officers ofentered ~~the Company,~~into ~~has~~lock-up ~~consulted~~agreements ~~Assentsure regarding either~~ (a) the ~~application~~“Lock-Up ofAgreements”). ~~accounting~~Under ~~principles~~the Lock-Up ~~to a specified transaction~~Agreements, ~~either~~each ~~completed or~~such ~~proposed;~~person orhas ~~the~~agreed, ~~type~~subject ofto ~~audit~~certain ~~opinion~~exceptions, ~~that~~not ~~might~~to beoffer, ~~rendered on the Company’s consolidated financial statements~~sell, ~~and~~contract ~~neither a written report was provided~~ to ~~the~~sell, ~~Company~~pledge or ~~oral advice was provided that Assentsure concluded was an important factor considered~~otherwise bydispose ~~the~~of ~~Company~~any inOrdinary ~~reaching~~Shares aor ~~decision~~securities asconvertible toint ~~the~~o ~~accounting, auditing~~ or ~~financial~~exchangeable ~~reporting~~for ~~issue;~~Ordinary orShares, ~~(b)~~for ~~any~~a ~~matter~~period ~~that was the subject~~ of atwenty ~~disagreement as defined in Item 16F~~(a20)~~(1)(iv)~~ ofdays ~~Form~~after the ~~20-F~~date ~~and~~on ~~related~~which ~~instructions~~the toOffering ~~Item~~is ~~16F of Form 20-F~~completed, orwithout ~~any~~the ~~reportable~~prior ~~events as~~written ~~described~~consent inof ~~Item~~the ~~16F(a)(1)(v)~~Sole ofPlacement ~~Form 20-F~~Agent.

The offering was closed on July 1, 2025. The Company intends to use the net proceeds from the offering for potential acquisitions and investments, trading business expansion plans, marketing, sales and product development, and general working capital.

On July 1, 2025, the Company issued a press release announcing the pricing of the offering and a closing press release announcing the closing of the public offering.

Copies of (i) form of the Securities Purchase Agreement, (ii) the Placement Agency Agreement, (iii) the pricing press release on July 1, 2025 and (iv) the closing press release on July 1, 2025, are attached hereto as Exhibits 10.1, 10.2, 99.1 and 99.2, respectively, and are incorporated by reference herein. The foregoing summaries of the terms of each agreement mentioned above are subject to, and qualified in their entirety by, such documents.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Exhibits

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement, dated June 30, 2025
10.2		Placement Agency Agreement, dated June 30, 2025
99.1		Press Release, dated July 1, 2025
99.2		Closing Press Release, dated July 1, 2025

Exhibit No.		Description
16.1		Letter of WWC, P.C. to the U.S. Securities and Exchange Commission dated May 21, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 21, 2025	Raytech Holding Limited
Date: July 3, 2025	Raytech Holding Limited
	By:	/s/ Tim Hoi Ching
		Tim Hoi Ching
		Chief Executive Officer

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